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dpavlin |
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At its meeting held on 5 October 2001, the Management Board of PLIVA, Pharmaceutical |
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industry, incorporated, (the “Company”), with its registered office at Ulica |
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grada Vukovara 49 in Zagreb, convened the<br> |
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<br> |
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<div align="Center"><b>EXTRAORDINARY GENERAL ASSEMBLY OF PLIVA d.d.</b><br> |
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</div> |
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<br> |
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<br> |
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<div align="Center">which will take place on 14 November 2001, at 12 a.m., |
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in Zagreb, PLIVA d.d., Ulica grada Vukovara 49<br> |
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</div> |
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<br> |
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<br> |
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<i><u>Draft agenda:</u></i><br> |
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<ol> |
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<li>Election of the Chairman of the General Assembly;</li> |
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<li>Decision about the reduction of the Company's share capital by cancellation |
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of the Company's own shares;</li> |
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<li>Amendments to the Articles of Association;</li> |
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</ol> |
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<br> |
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<u><i>Draft resolutions of the General Assembly: </i></u><br> |
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<br> |
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<b><i>Ad 1.</i></b><br> |
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<br> |
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Mr. Darko Majer, B.C.L. , to be elected as the Chairman of the General Assembly.<br> |
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<br> |
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<b><i>Ad 2.</i></b><br> |
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<br> |
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The Company's share capital which currently amounts to HRK 2,020,940,000.00 |
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is to be decreased by HRK 161,675,200.00 to amount to HRK 1,859,264,800.00.<br> |
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<br> |
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The Company's share capital will be reduced in accordance with Article 352. |
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paragraph 3. of the Companies Act and credited against the Company’s profit, |
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by the cancellation of 1,616,752 of the Company’s own regular shares, each |
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of which has a nominal value of HRK 100.00, representing 8% of the Company's |
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share capital.<br> |
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<br> |
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The reduction of the Company's share capital is being carried out in order |
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to increase shareholder value.<br> |
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<br> |
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The Management Board is authorised to determine a list of shares to be cancelled |
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and perform the cancelling procedure.<br> |
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<br> |
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<b><i>Ad 3.</i></b><br> |
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<br> |
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The Articles of Association (published in PLIVA’s Gazette No. 72 of 18 September |
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2001) were amended as follows:<br> |
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<br> |
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Article 7 of the Articles of Association was amended to read:<br> |
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<br> |
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<i>The share capital of the Company is HRK 1,859,264,800.00.</i><br> |
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<br> |
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Article 8 paragraph 1of the Articles of Association was amended to read:<br> |
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<br> |
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<i>The share capital of the Company referred to in Article 7 hereof is divided |
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into 18,592,648 shares (each a "Share"). </i><br> |
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<br> |
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Article 38 paragraph 4 was amended to read:<br> |
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<br> |
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<i>These Articles of Association were adopted at the General Assembly meeting |
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held on 08 December 1995 and amended at the General Assembly meetings held |
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on 25 November 1996, 19 June 1998, 03 June 1999, 08 June 2000, 07 June 2001 |
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and on 14 November 2001, in accordance with the due procedure.</i><br> |
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<br> |
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<br> |
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<b><i><u>Conditions for participation at the meeting of the General Assembly |
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and right to vote:</u></i></b><br> |
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<br> |
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<br> |
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<i><b>Shareholders of the Company shall be entitled to attend and vote at |
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the General Assembly provided that:</b></i><br> |
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<ul> |
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<li>they are registered as shareholders of the Company at the Central Depository |
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Agency ten days before the General Assembly is held;</li> |
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<li>they apply to participate in the General Assembly at the Company’s |
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registered office by 04 November 2001. Application forms |
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can be obtained at the Company’s registered office.</li> |
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</ul> |
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Shareholders can be represented by proxies. Proxies must be appointed by |
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a valid written power of attorney granted by the shareholder, or in the case |
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of a corporate shareholder a duly appointed representative, in accordance |
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with Article 11 of PLIVA d.d.’s Articles of Association. The power of attorney |
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must be submitted to the Company by 04 November 2001. The power of attorney |
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forms can be obtained at the Company’s registered office.<br> |
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<br> |
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Participants of the General Assembly are invited to register one hour before |
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the meeting to ensure timely registration.<br> |
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<br> |
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Should the meeting of the General Assembly on 14 November 2001 be postponed |
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due to lack of the quorum set out by the Articles of Association, the reconvened |
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meeting shall be held at the same place at 12 a.m. on 28 November 2001.<br> |
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<br> |
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Zagreb, 05 October 2001<br> |
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<br> |
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<div align="Center"><i><b>PLIVA d.d.<br> |
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Management Board<br> |
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</b></i></div> |